HSBC France € 20,000,000,000 Euro Medium Term Note Programme

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otherwise on the Maturity Date and (B) that no further transfers of the Notes specified in the
Transfer Notice may be made;
(v)
(vi)
(vii)
(viii)
(ix)
contain a representation and warranty from the Noteholder to the effect that the Notes to which
the Transfer Notice relates are free from all liens, charges, encumbrances and other third party
rights;
specify the number and account name of the account at the Clearance System to be credited
with the Securities if the Issuer elects (or has elected) Physical Settlement;
contain an irrevocable undertaking to pay the Transfer Expenses (if any) and an irrevocable
instruction to Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system,
as the case may be, to debit on or after the Settlement Date the cash or other account of the
Noteholder with Euroclear, Clearstream, Luxembourg and/or any other relevant clearing
system, as the case may be, specified in the Transfer Notice with such Transfer Expenses;
include a certificate of non-U.S. beneficial ownership in the form required by the Issuer; and
authorise the production of the Transfer Notice in any applicable administrative or legal
proceedings.
A Transfer Notice, once delivered to Euroclear, Clearstream, Luxembourg and/or any other relevant
clearing system, shall be irrevocable and may not be withdrawn without the consent in writing of the
Issuer. A Noteholder may not transfer any Note which is the subject of a Transfer Notice following
delivery of such Transfer Notice to Euroclear, Clearstream, Luxembourg and/or any other relevant
clearing system. A Transfer Notice shall only be valid to the extent that Euroclear, Clearstream,
Luxembourg and/or any other relevant clearing system have not received conflicting prior instructions
in respect of the Notes which are the subject of the Transfer Notice.
Failure properly to complete and deliver a Transfer Notice may result in such notice being treated as
null and void. Any determination as to whether such notice has been properly completed and delivered
as provided shall be made by the Principal Paying Agent and shall be conclusive and binding on the
Issuer and the Noteholder.
The Principal Paying Agent shall promptly on the local banking day following receipt of a Transfer
Notice send a copy thereof to the Issuer or such person as the Issuer may previously have specified.
"Underlying Company" means the issuer of the Security as specified in the applicable Final Terms,
subject to adjustment from time to time in accordance with the provisions as set out in this Condition
10(a)(A)(aa).
"Valid Date" means a Scheduled Trading Day that is not a Disrupted Day and on which another
Averaging Date does not or is not deemed to occur.
"Valuation Date" means each date specified as such or otherwise determined as provided in the related
Final Terms (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading
Day), in each case, subject to the provisions of Consequences of Disrupted Days below.
"Valuation Time" means the time on the relevant Valuation Date or Averaging Date, as the case may be,
specified as such in the relevant Final Terms or, if no such time is specified, the Scheduled Closing